JANEL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

JANEL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of Annual Meeting of Stockholders

JANEL CORPORATION

Date and Time: Wednesday, February 4, 2026, at 11:00 A.M. Eastern Time

Location: 2600 Tiburon Drive, Naples, Florida 34109

Record Date: December 8, 2025 (close of business)

Expected Mailing Date: December 18, 2025

Janel Corporation (the “Company”) will be holding its Annual Meeting of Stockholders on February 4, 2026. The accompanying Proxy Statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at the meeting. Stockholders of record at the close of business on December 8, 2025, are entitled to notice of, and to vote on matters of business at the meeting.

Items of Business: Stockholders are being asked to vote on the following three proposals at the Annual Meeting. The following list is in summary form. Please read the attached Proxy Statement for details concerning these matters. In addition to the three proposals listed, the Board will transact such business as may properly come before the meeting or any adjournments or postponements thereof.

Proposal 1. Election of Directors. Elect the seven nominees named in this Proxy Statement to serve on the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Proposal 2. Advisory Vote on Executive Compensation (Say-on-Pay). Approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers (as defined in the Proxy Statement).

Proposal 3. Advisory Vote on Frequency for Holding Advisory Vote on Executive Compensation (Say-on-Pay Frequency). Approve, on an advisory (non-binding) basis, the preferred frequency for holding an advisory vote on the compensation of the Company’s Named Executive Officers.

Our Board unanimously recommends you vote “FOR” each of the director nominees listed in Proposal 1, “FOR” Proposal 2 and for a frequency of “3 Years” for Proposal 3.

On or about December 18, 2025, we will mail to each of our stockholders of record (other than those who previously requested only electronic delivery) a full set of the Company’s proxy materials. Included will be instructions on how to access and review the proxy materials via the internet as well as how to access the Proxy Card (as defined in the Proxy Statement) to vote on the internet or by telephone. Also included in your materials will be a control number. Please retain this number as you will need to reference this number to vote. If you are planning to attend the in-person meeting, please bring your Proxy Card and control number with you.

Your vote is important to us. Please review the materials and exercise your right to vote as a stockholder.

By Order of the Board of Directors,

Nathan C. Shandy

Chief Financial Officer, Treasurer and Secretary

December 18, 2025

IMPORTANT NOTE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 4, 2026.

Our Proxy Statement, Proxy Card and Annual Report are available for review online atwww.proxyvote.com.

TABLE OF CONTENTS

This Proxy Statement and the enclosed Proxy Card are being first sent or made available to stockholders on December 18, 2025.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. These forward–looking statements may generally be identified using the words “may,” “will,” “intends,” “plans,” projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar expressions or the negative of these terms or other comparable terminology. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 and the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. For a complete view on these matters, please refer to the Company’s most recent filing of the Annual Report on Form 10-K.